Terns Pharmaceuticals (NASDAQ: TERN) outlines 2026 priorities and year-end cash update

Rhea-AI Filing Summary

Terns Pharmaceuticals, Inc. filed a report describing a new press release that outlines the company’s 2026 priorities and program milestones, which are being discussed at the 44th Annual J.P. Morgan Healthcare Conference. The press release also includes an update on Terns’ unaudited cash, cash equivalents and marketable securities for the year ended December 31, 2025, giving investors a view of the company’s liquidity position. The press release is furnished as Exhibit 99.1 and is not deemed filed for liability purposes under the Securities Exchange Act.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 07, 2026

Terns Pharmaceuticals, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-39926		98-1448275
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1065 East Hillsdale Blvd. Suite 100
Foster City, California		94404
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 525-5535

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		TERN		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On January 7, 2026, Terns Pharmaceuticals, Inc. (the Company) issued a press release regarding the Company’s 2026 priorities and program milestones to be discussed at a presentation at the 44th Annual J.P. Morgan Healthcare Conference. The press release also included an update regarding the Company’s unaudited cash, cash equivalents and marketable securities for the year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release issued by Terns Pharmaceuticals, Inc. on January 7, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				TERNS PHARMACEUTICALS, INC.
Date: January 9, 2026				By:		/s/ Caryn McDowell
						Caryn McDowell
						Chief Legal Officer and Corporate Secretary

FAQ

What did Terns Pharmaceuticals (TERN) disclose in this report?

Terns Pharmaceuticals disclosed that it issued a press release covering its 2026 priorities and program milestones, along with an update on unaudited cash, cash equivalents and marketable securities for the year ended December 31, 2025.

How is the new press release from Terns Pharmaceuticals (TERN) being used legally?

The press release, furnished as Exhibit 99.1, is provided under Item 2.02 and is explicitly stated as being furnished, not filed, which limits liability under Section 18 of the Securities Exchange Act and affects how it can be incorporated by reference.

What financial information does Terns Pharmaceuticals (TERN) reference in this filing?

The company refers to an update on its unaudited cash, cash equivalents and marketable securities as of the year ended December 31, 2025, as described in the attached press release.

What event is associated with Terns Pharmaceuticals’ (TERN) 2026 priorities discussion?

Terns Pharmaceuticals’ 2026 priorities and program milestones are being discussed at the 44th Annual J.P. Morgan Healthcare Conference, as noted in the press release referenced in the report.

Which exhibits are included with this Terns Pharmaceuticals (TERN) report?

The report includes Exhibit 99.1, which is the press release issued on January 7, 2026, and Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document.

Who signed this Terns Pharmaceuticals (TERN) report?

The report was signed on behalf of Terns Pharmaceuticals, Inc. by Caryn McDowell, the company’s Chief Legal Officer and Corporate Secretary.